Komori
M&A and Subsidiary Changes9326KANTSU HD CO.,LTD.Transportation and Logistics

Notice Regarding a Company Split (Simplified Absorption-Type Company Split)

関通ホールディングス plans to assume 株式会社サンワ's “School Mall” business through an absorption-type company split and pay ¥17 million as consideration. Following the effective date, the business will be consolidated into its Commerce DX Business Division.

Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
17
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartyCounterparty name
Disclosing companyKANTSU HD CO.,LTD.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development and operation of applications and services for schools

Net Sales¥2,004 million (fiscal year ended March 2025)
Operating profit¥2 million (fiscal year ended March 2025)
Net income for the current fiscal year¥5 million (fiscal year ended March 2025)
Net assets¥240 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥17 million (予定)
Type of ConsiderationCash
Impact on Business Performance

No revision to the published earnings forecasts will be made in connection with this transaction. Although the transaction's immediate impact on earnings is limited, the company intends for the platform's extremely significant growth potential to become a core pillar of its medium- to long-term earnings base.

Procedures and assumptions
Management structure after acquisitionUpon the transaction becoming effective, the company will directly assume the business. It will promptly transfer operational expertise and knowledge from サンワ社 and consolidate the business into its Commerce DX Business Division. The company will establish a structure that maximizes synergies with its existing businesses and promote business expansion.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameCounterparty name
Business Description of the Subject CompanyDevelopment and operation of applications and services for schools
Net Sales of the Subject Company¥2,004 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥2 million (fiscal year ended March 2025)
Net Income of the Subject Company¥5 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥240 million (fiscal year ended March 2025)
Acquisition price¥17 million (予定)
Type of ConsiderationCash
Impact on Business PerformanceNo revision to the published earnings forecasts will be made in connection with this transaction. Although the transaction's immediate impact on earnings is limited, the company intends for the platform's extremely significant growth potential to become a core pillar of its medium- to long-term earnings base.
Date of board resolution15 May 2026
Contract Date15 May 2026
Execution Date / Effective Date16 July 2026
Management structure after acquisitionUpon the transaction becoming effective, the company will directly assume the business. It will promptly transfer operational expertise and knowledge from サンワ社 and consolidate the business into its Commerce DX Business Division. The company will establish a structure that maximizes synergies with its existing businesses and promote business expansion.
Items this document does not state (18)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

With a listed company that is not dependent on any particular manufacturer serving as the operating entity, the company aims to make School Mall easier for municipalities and dealers nationwide to adopt as a highly neutral and reliable platform, thereby expanding its market share. It also plans to leverage 関通ホールディングス's expertise in operations, systematization, DX promotion and automation to expand the service and reduce the burden on schools.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Company Split (Simplified Absorption-Type Company Split) | KANTSU HD CO.,LTD. (9326) timely disclosure | Komori